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General
The board of directors of I-Mab (the Company ), a Cayman Islands exempted company with limited liability, is soliciting proxies for the extraordinary general meeting of shareholders of the Company to be held on October 24, 2025 at 10:00 a.m. (local time) (the EGM ). The EGM will be held at the offices of Kirkland & Ellis LLP, the Company's U.S. legal counsel, located at 1301 Pennsylvania Avenue, N.W., Washington, DC 20004, USA. Unless otherwise specified, all times and dates referenced in this Proxy Statement are in the U.S. Eastern time zone.
This Proxy Statement can be accessed, free of charge, on the Investor section of the Company's website at from September 24, 2025, and the Proxy Form will first be mailed to holders of ordinary shares, par value US$0.0001 per share ( Ordinary Shares ), of the Company on or about September 24, 2025.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person signing such proxy by attending the EGM and voting in person.
Record Date, Share Ownership and Quorum
Only shareholders of record at the close of business on September 12, 2025 (the Record Date ) are entitled to vote at the EGM. Our Ordinary Shares, that underlie American depositary shares ( ADSs ) are included for purposes of this determination. As of September 12, 2025, 265,111,923 Ordinary Shares of the Company were outstanding, including approximately 239,109,449 Ordinary Shares represented by ADSs and held by Citibank, N.A., as depositary of the ADSs (the Depositary ). Each ten ADSs represents twenty-three Ordinary Shares. One or more holders of Ordinary Shares being not less than an aggregate of one-third of all votes attaching to all Ordinary Shares in issue and entitled to vote and present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, will constitute a quorum for all purposes.
Voting and Solicitation
Each Ordinary Share in issue on the Record Date is entitled to one vote. A resolution put to the vote at the EGM will be decided by poll. Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners. For each of Proposals 1 and 2 presented below, approval of the proposal requires the affirmative vote of not less than two-thirds of the votes attaching to the Ordinary Shares cast at a meeting.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the EGM, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the EGM, or at any adjournment thereof.
Abstentions by holders of Ordinary Shares are included in the determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.
Voting by Holders of ADSs
We have requested the Depositary, to mail to all the registered ADS holders this proxy statement, the accompanying notice of EGM and an ADS Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting
instructions in the manner specified, the Depositary will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares underlying the ADSs, which may be evidenced by ADRs related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, dated as of January 22, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder (as each term is defined therein)the Depositary will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below. As the holder of record for all the Ordinary Shares represented by the ADSs, only the Depositary may vote those Ordinary Shares at the EGM.
There is no guarantee that ADS holders or any such holder in particular will receive the notice described above with sufficient time to enable such ADS holder to return any voting instructions to the Depositary in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.
PROPOSAL 1:
APPROVAL OF THE CHANGE OF THE COMPANY'S NAME
Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the Registrar ), the board of directors proposes the approval of the change of the English name of the Company from I-Mab to NovaBridge Biosciences , and the change of the dual foreign name of the Company from to , effective as of the date of the certificate of incorporation on change of name issued by the Registrar (the Change of Name ).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE CHANGE OF THE COMPANY'S NAME.
PROPOSAL 2:
APPROVAL OF THE SEVENTH AMENDED and restated memorandum and articles of association
Upon the approval of Resolution 1, the board of directors proposes that the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association, a copy of which is attached hereto as Appendix 1, effective as of the date of the Change of Name.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE SEVENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
OTHER MATTERS
We know of no other matters to be submitted to the EGM. If any other matters properly come before the EGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.
By Order of the Board of Directors,
Wei Fu
Chairman of the Board of Directors
Dated: September 24, 2025
Seventh amended and restated memorandum and articles of association
THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
NovaBridge Biosciences
(Adopted by Special Resolution passed on [ ])
1.The name of the Company is NovaBridge Biosciences .
2.The Registered Office of the Company will be situated at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.
3.The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
4.The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.
5.The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
6.The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
7.The authorised share capital of the Company is US$80,000 divided into 800,000,000 ordinary shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8.The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
9.Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.
THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
NovaBridge Biosciences
(Adopted by Special Resolution passed on [ ])
TABLE A
The regulations contained or incorporated in Table A' in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
1.In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
| ADS | means an American Depositary Share representing Ordinary Shares; |
| Affiliate | means in respect of a Person, any other Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person's spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term control shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision- making body of such corporation, partnership or other entity; |
| Articles | means these articles of association of the Company, as amended or substituted from time to time; |
| Board and Board of Directors and Directors | means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
| Executive Chairman | means the chairman of the Board of Directors; |
| Class or Classes | means any class or classes of Shares as may from time to time be issued by the |
| Company; | |
| Commission | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| Company | means NovaBridge Biosciences , a Cayman Islands exempted company; |
| Companies Act | means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| Company's Website | means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders; |
| Designated Stock Exchange | means the stock exchange in the United States on which any Shares or ADSs are listed for trading; |
| Designated Stock Exchange Rules | means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; |
| electronic | has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| electronic communication | means electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
| Electronic Transactions Act | means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| electronic record | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| Memorandum of Association | means the memorandum of association of the Company, as amended or substituted from time to time; |
| Ordinary Resolution | means a resolution: (a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or (b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the |
| last of such instruments, if more than one, is executed; | |
| Ordinary Share | means an ordinary share of a par value of US$0.0001 in the capital of the Company, designated as an ordinary share and having the rights provided for in these Articles; |
| paid up | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
| Person | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
| Register | means the register of Members of the Company maintained in accordance with the Companies Act; |
| Registered Office | means the registered office of the Company as required by the Companies Act; |
| Seal | means the common seal of the Company (if adopted) including any facsimile thereof; |
| Secretary | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
| Securities Act | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| Share | means a share in the capital of the Company. All references to Shares herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression Share shall include a fraction of a Share; |
| Shareholder or Member | means a Person who is registered as the holder of one or more Shares in the Register; |
| Share Premium Account | means the share premium account established in accordance with these Articles and the Companies Act; |
| signed | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; |
| Special Resolution | means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: (a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) approved in writing by all of the Shareholders entitled to vote at a |
| general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; | |
| Treasury Share | means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; and |
| United States | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
2.In these Articles, save where the context requires otherwise:
(a)words importing the singular number shall include the plural number and vice versa;
(b)words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c)the word may shall be construed as permissive and the word shall shall be construed as imperative;
(d)reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;
(e)reference to a statutory enactment shall include reference to any amendment or re- enactment thereof for the time being in force;
(f)reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;
(g)reference to in writing shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;
(h)any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;
(i)any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transaction Act; and
(j)Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3.Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
PRELIMINARY
4.The business of the Company may be conducted as the Directors see fit.
5.The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places
of business and agencies in such places as the Directors may from time to time determine.
6.The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
7.The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.
SHARES
8.Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:
(a)issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;
(b)grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and
(c)grant options with respect to Shares and issue warrants or similar instruments with respect thereto.
9.The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 13, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:
(a)the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;
(b)whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;
(c)the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;
(d)whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;
(e)whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;
(f)whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g)whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h)the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;
(i)the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
(j)any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
10.The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
11.The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
ORDINARY SHARES
12.Holders of Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company.
MODIFICATION OF RIGHTS
13.Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be varied with the consent in writing of the holders of all of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every
such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him.
14.The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.